RESTATED
BYLAWS
OF
ALLIANT ENERGY CORPORATION
Effective as of December 6, 2006

ARTICLE
I
OFFICES

Section
1.1PRINCIPAL AND BUSINESS OFFICES. —
The Corporation may have such principal and other business offices, either
within or without the State of Wisconsin, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.

Section
1.2REGISTERED OFFICE. — The registered
office of the Corporation required by the Wisconsin Business Corporation Law to
be maintained in the State of Wisconsin may be, but need not be, identical with
the principal office in the State of Wisconsin, and the address of the
registered office may be changed from time to time by the Board of Directors or
by the registered agent. The business office of the registered agent of the
Corporation shall be identical to such registered office.

ARTICLE
II
SEAL

Section
2.1CORPORATE SEAL. — The corporate
seal shall have inscribed thereon the name of the Corporation and the words
“CORPORATE SEAL, WISCONSIN.”
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced.

ARTICLE
III
SHAREOWNERS

Section
3.1ANNUAL MEETING. — The annual
meeting of the shareowners (the “Annual Meeting”) shall be held at
such date and time as the Board of Directors may determine. In fixing a meeting
date for any Annual Meeting, the Board of Directors may consider such factors
as it deems relevant within the good faith exercise of its business judgment.
At each Annual Meeting, the shareowners shall elect that number of directors
equal to the number of directors in the class whose term expires at the time of
such meeting. At any such Annual Meeting, only other business properly brought
before the meeting in accordance with Section 3.14 of these Bylaws may be
transacted. If the election of directors shall not be held on the date fixed as
herein provided, for any Annual Meeting, or any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of
shareowners (a “Special Meeting”) as soon thereafter as is
practicable.

Section
3.2SPECIAL MEETINGS. — A Special
Meeting may be called only by (i) the Board of Directors or (ii) the Chief
Executive Officer and shall be called by the Chief Executive Officer upon the
demand, in accordance with this Section 3.2, of the holders of record of shares
representing at least 10% of all the votes entitled to be cast on any issue
proposed to be considered at the Special Meeting.

(a)
In order that the Corporation may determine the shareowners entitled to demand
a Special Meeting, the Board of Directors may fix a record date to determine
the shareowners entitled to make such a demand (the “Demand Record
Date”). The Demand Record Date shall not precede the date upon which the
resolution fixing the Demand Record Date is adopted by the Board of Directors
and shall not be more than ten days after the date upon which the resolution
fixing the Demand Record Date is adopted by the Board of Directors. Any
shareowner of record seeking to have shareowners demand a Special Meeting
shall, by sending written notice to the Corporate Secretary of the Corporation
by hand or by certified or registered mail, return receipt requested, request
the Board of Directors to fix a Demand Record Date. The Board of Directors
shall promptly, but in all events within ten days after the date on which a
valid request to fix a Demand Record Date is received, adopt a resolution
fixing the Demand Record Date and shall make a public announcement of such
Demand Record Date. If no Demand Record Date has been fixed by the Board of
Directors within ten days after the date on which such request is received by
the Corporate Secretary, the Demand Record Date shall be the 10th day after the
first date on which a valid written request to set a Demand Record Date is
received by the Corporate Secretary. To be valid, such written request shall
set forth the purpose or purposes for which the Special Meeting is to be held,
shall be signed by one or more shareowners of record (or their duly authorized
proxies or other representatives), shall bear the date of signature of each
such shareowner (or proxy or other representative) and shall set forth all
information about each such shareowner and about the beneficial owner or
owners, if any, on whose behalf the request is made that would be required to
be set forth in a shareowner’s notice described in paragraph (a) (ii) of
Section 3.14 of these Bylaws.

(b)
In order for a shareowner or shareowners to demand a Special Meeting, a written
demand or demands for a Special Meeting by the holders of record as of the
Demand Record Date of shares representing at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the Special
Meeting must be delivered to the Corporation. To be valid, each written demand
by a shareowner for a Special Meeting shall set forth the specific purpose or
purposes for which the Special Meeting is to be held (which purpose or purposes
shall be limited to the purpose or purposes set forth in the written request to
set a Demand Record Date received by the Corporation pursuant to paragraph (b)
of this Section 3.2), shall be signed by one or more persons who as of the
Demand Record Date are shareowners of record (or their duly authorized proxies
or other representatives), shall bear the date of signature of each such
shareowner (or proxy or other representative), and shall set forth the name and
address, as they appear in the Corporation’s books, of each shareowner
signing such demand and the class and number of shares of the Corporation which
are owned of record and beneficially by each such shareowner, shall be sent to
the Corporate Secretary by hand or by certified or registered mail, return
receipt requested, and shall be received by the Corporate Secretary within
seventy days after the Demand Record Date.

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(c)
The Corporation shall not be required to call a Special Meeting upon shareowner
demand unless, in addition to the documents required by paragraph (c) of this
Section 3.2, the Corporate Secretary receives a written agreement signed by
each Soliciting Shareowner (as defined below), pursuant to which each
Soliciting Shareowner, jointly and severally, agrees to pay the
Corporation’s costs of holding the Special Meeting, including the costs
of preparing and mailing proxy materials for the Corporation’s own
solicitation, provided that if each of the resolutions introduced by any
Soliciting Shareowner at such meeting is adopted, and each of the individuals
nominated by or on behalf of any Soliciting Shareowner for election as a
director at such meeting is elected, then the Soliciting Shareowners shall not
be required to pay such costs. For purposes of this paragraph (d), the
following terms shall have the meanings set forth below:

(i)
“Affiliate” of any Person (as defined herein) shall mean any
Person controlling, controlled by or under common control with such first
Person.

(ii)
“Participant” shall have the meaning assigned to such term in
Rule 14a-12 promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).

(iv)
“Proxy” shall have the meaning assigned to such term in Rule
14a-1 promulgated under the Exchange Act.

(v)
“Solicitation” shall have the meaning assigned to such term in
Rule 14a-1 promulgated under the Exchange Act.

(vi)
“Soliciting Shareowner” shall mean, with respect to any Special
Meeting demanded by a shareowner or shareowners, any of the following
Persons:

(A)
if the number of shareowners signing the demand or demands of meeting
delivered to the Corporation pursuant to paragraph (c) of this Section 3.2 is
ten or fewer, each shareowner signing any such demand;

(B)
if the number of shareowners signing the demand or demands of meeting
delivered to the Corporation pursuant to paragraph (c) of this Section 3.2 is
more than ten, each Person who either (I) was a Participant in any
Solicitation of such demand or demands or (II) at the time of the delivery to
the Corporation of the documents described in paragraph (c) of this Section
3.2 had engaged or intends to engage in any Solicitation of Proxies for use
at such Special Meeting (other than a Solicitation of Proxies on behalf of
the Corporation); or

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(C)
any Affiliate of a Soliciting Shareowner, if a majority of the directors then
in office determine, reasonably and in good faith, that such Affiliate should
be required to sign the written notice described in paragraph (c) of this
Section 3.2 and/or the written agreement described in this paragraph (d) in
order to prevent the purposes of this Section 3.2 from being evaded.

(d)
Except as provided in the following sentence, any Special Meeting shall be held
at such hour and day as may be designated by whichever of the Board of
Directors or the Chief Executive Officer shall have called such meeting. In the
case of any Special Meeting called by the Chief Executive Officer upon the
demand of shareowners (a “Demand Special Meeting”), such meeting
shall be held at such hour and day as may be designated by the Board of
Directors; provided, however, that the date of any Demand Special
Meeting shall be not more than seventy days after the Meeting Record Date (as
defined in Section 3.6 hereof); and providedfurther that in the event
that the directors then in office fail to designate an hour and date for a
Demand Special Meeting within ten days after the date that valid written
demands for such meeting by the holders of record as of the Demand Record Date
of shares representing at least 10% of all the votes entitled to be cast on
each issue proposed to be considered at the Special Meeting are delivered to
the Corporation (the “Delivery Date”), then such meeting shall be
held at 2:00 P.M. local time on the 100th day after the Delivery Date or, if
such 100th day is not a Business Day (as defined below), on the first preceding
Business Day. In fixing a meeting date for any Special Meeting, the Board of
Directors or the Chief Executive Officer may consider such factors as it or he
deems relevant within the good faith exercise of its or his business judgment,
including, without limitation, the nature of the action proposed to be taken,
the facts and circumstances surrounding any demand for such meeting, and any
plan of the Board of Directors to call an Annual Meeting or a Special Meeting
for the conduct of related business.

(e)
The Corporation may engage regionally or nationally recognized independent
inspectors of elections to act as an agent of the Corporation for the purpose
of promptly performing a ministerial review of the validity of any purported
written demand or demands for a Special Meeting received by the Corporate
Secretary. For the purpose of permitting the inspectors to perform such review,
no purported demand shall be deemed to have been delivered to the Corporation
until the earlier of (i) five Business Days following receipt by the Corporate
Secretary of such purported demand and (ii) such date as the independent
inspectors certify to the Corporation that the valid demands received by the
Corporate Secretary represent at least 10% of all the votes entitled to be cast
on each issue proposed to be considered at the Special Meeting. Nothing
contained in this paragraph (f) shall in any way be construed to suggest or
imply that the Board of Directors or any shareowner shall not be entitled to
contest the validity of any demand, whether during or after such five Business
Day period, or to take any other action (including, without limitation, the
commencement, prosecution or defense of any litigation with respect thereto).

(f)
For purposes of these Bylaws, “Business Day” shall mean any day
other than a Saturday, a Sunday or a day on which banking institutions in the
State of Wisconsin are authorized or obligated by law or executive order to
close.

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Section
3.3PLACE OF MEETING. — The Board of
Directors or the Chief Executive Officer may designate any place, either within
or without the State of Wisconsin,
as the place for any Annual Meeting or any Special Meeting, or for any
postponement thereof. If no designation is made, the place of meeting shall be
the principal office of the Corporation. Any meeting may be adjourned to
reconvene at any place designated by vote of the Board of Directors or
determined by the Chief Executive Officer.

Section
3.4NOTICE OF MEETINGS —Written notice
stating the date, time and place of any meeting of shareowners shall be
delivered not less than ten days nor more than seventy days before the date of
the meeting (unless a different time period is provided by the Wisconsin
Business Corporation Law or the Articles of Incorporation), by or at the
direction of the Chief Executive Officer or the Corporate Secretary, to each
shareowner of record entitled to vote at such meeting (other than a shareowner
that the Corporation is not required to give such notice to under the Wisconsin
Business Corporation Law) and to such other persons as required by the
Wisconsin Business Corporation Law. In the event of any Demand Special Meeting,
such notice of meeting shall be sent not more than thirty days after the
Delivery Date. Unless otherwise required by the Wisconsin Business Corporation
Law or the Articles of Incorporation, a notice of an Annual Meeting need not
include a description of the purpose for which the meeting is called. In the
case of any Special Meeting, (i) the notice of meeting shall describe any
business that the Board of Directors shall have theretofore determined to bring
before the meeting and (ii) in the case of a Demand Special Meeting, the notice
of meeting (A) shall describe any business set forth in the statement of
purpose of the demands received by the Corporation in accordance with Section
3.2 of these Bylaws and (B) shall contain all of the information required in
the notice received by the Corporation in accordance with Section 3.14(b) of
these Bylaws. If an Annual Meeting or Special Meeting is adjourned to a
different date, time or place, the Corporation shall not be required to give
notice of the new date, time or place if the new date, time or place is
announced at the meeting before adjournment; provided, however,
that if a new Meeting Record Date for an adjourned meeting is or must be fixed,
the Corporation shall give notice of the adjourned meeting to persons who are
shareowners as of the new Meeting Record Date.

Section
3.5WAIVER OF NOTICE — A shareowner may
waive any notice required by the Wisconsin Business Corporation Law, the
Articles of Incorporation or these Bylaws before or after the date and time
stated in the notice. The waiver shall be in writing and signed by the
shareowner entitled to the notice, contain the same information that would have
been required in the notice under applicable provisions of the Wisconsin
Business Corporation Law (except that the time and place of meeting need not be
stated) and be delivered to the Corporation for inclusion in the corporate
records. A shareowner’s attendance at any Annual Meeting or Special Meeting,
in person or by proxy, waives objection to all of the following: (a) lack of
notice or defective notice of the meeting, unless the shareowner at the
beginning of the meeting or promptly upon arrival objects to holding the
meeting or transacting business at the meeting; and (b) consideration of a
particular matter at the meeting that is not within the purpose described in
the meeting notice, unless the shareowner objects to considering the matter
when it is presented.

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Section
3.6FIXING OF RECORD DATE. — The Board
of Directors may fix in advance a date not less than ten days and not more than
seventy days prior to the date of an Annual Meeting or Special Meeting as the
record date for the determination of shareowners entitled to notice of, or to
vote at, such meeting (the “Meeting Record Date”). In the case of
any Demand Special Meeting, (i) the Meeting Record Date shall be not later than
the 30th day after the Delivery Date and (ii) if the Board of Directors fails
to fix the Meeting Record Date within thirty days after the Delivery Date, then
the close of business on such 30th day shall be the Meeting Record Date. The
shareowners of record on the Meeting Record Date shall be the shareowners
entitled to notice of and to vote at the meeting. Except as provided by the
Wisconsin Business Corporation Law for a court-ordered adjournment, a
determination of shareowners entitled to notice of and to vote at an Annual
Meeting or Special Meeting is effective for any adjournment of such meeting
unless the Board of Directors fixes a new Meeting Record Date, which it shall
do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. The Board of Directors may also fix in advance
a date as the record date for the purpose of determining shareowners entitled
to take any other action or determining shareowners for any other purpose. Such
record date shall be not more than seventy days prior to the date on which the particular
action, requiring such determination of shareowners, is to be taken. The record
date for determining shareowners entitled to a distribution (other than a
distribution involving a purchase, redemption or other acquisition of the
Corporation’s shares) or a share dividend is the date on which the Board
of Directors authorizes the distribution or share dividend, as the case may be,
unless the Board of Directors fixes a different record date.

Section
3.7SHAREOWNER LIST. — The Corporation shall
have available, beginning two (2) business days after the notice of the meeting
is given for which the list was prepared and continuing to the date of the
meeting, a complete record of each shareowner entitled to vote at such meeting,
or any adjournment thereof, showing the address of and number of shares held by
each shareowner. The shareowner list shall be available for inspection by any
shareowner during normal business hours at the Corporation’s principal
office or at a place identified in the meeting notice in the city where the
meeting will be held. The Corporation shall make the shareowners’ list
available at the meeting and any shareowner or his agent or attorney may
inspect the list at any time the meeting or any adjournment thereof.

Section
3.8 QUORUM AND VOTING REQUIREMENTS.

(a)
Shares entitled to vote as a separate voting group may take action on a matter
at any Annual Meeting or Special Meeting only if a quorum of those shares
exists with respect to that matter. If the Corporation has only one class of
stock outstanding, such class shall constitute a separate voting group for
purposes of this Section 3.8. Except as otherwise provided in the Articles of
Incorporation or the Wisconsin Business Corporation Law, a majority of the
votes entitled to be cast on the matter shall constitute a quorum of the voting
group for action on that matter. Once a share is represented for any purpose at
any Annual Meeting or Special Meeting, other than for the purpose of objecting
to holding the meeting or transacting business at the meeting, it is considered
present for purposes of determining whether a quorum exists for the remainder
of the meeting and for any adjournment of that meeting unless a new Meeting
Record Date is or must be set for the adjourned meeting. If a quorum exists,
except in the case of the election of directors, action on a matter shall be
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation or the
Wisconsin Business Corporation Law requires a greater number of affirmative
votes. Unless otherwise provided in the Articles of Incorporation, each
director to be elected shall be elected by a plurality of the votes cast by the
shares entitled to vote in the election of directors at an Annual Meeting or
Special Meeting at which a quorum is present.

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(b)
The Board of Directors acting by resolution may postpone and reschedule any
previously scheduled Annual Meeting or Special Meeting; provided, however,
that a Demand Special Meeting shall not be postponed beyond the 100th day
following the Delivery Date. Any Annual Meeting or Special Meeting may be
adjourned from time to time, whether or not there is a quorum, (i) at any time,
upon a resolution by shareowners if the votes cast in favor of such resolution
by the holders of shares of each voting group entitled to vote on any matter
theretofore properly brought before the meeting exceed the number of votes cast
against such resolution by the holders of shares of each such voting group or
(ii) at any time prior to the transaction of any business at such meeting, by
the Chairperson of the Board or pursuant to a resolution of the Board of
Directors. No notice of the time and place of adjourned meetings need be given
except as required by the Wisconsin Business Corporation Law. At any adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

Section
3.9CONDUCT OF MEETING. — The
Chairperson of the Board shall preside at each meeting of shareowners. In the
absence of the Chairperson of the Board, such persons, in the following order,
shall act as chair of the meeting: the Chief Executive Officer, the President,
any Vice President, and the Director in attendance with the longest tenure in
that office. The Corporate Secretary of the Corporation or, if he or she is
absent, an Assistant Corporate Secretary of the Corporation or other person
appointed by the chair of the meeting shall act as secretary of each shareowner
meeting. The Board of Directors may, to the extent not prohibited by law, adopt
by resolution such rules and regulations for the conduct of an Annual Meeting
or Special Meeting as it shall deem appropriate. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chair of the meeting shall have the right and authority to prescribe
such rules, regulations or procedures and to do such acts as, in the judgment
of the chair of the meeting, are appropriate for the proper conduct of an
Annual Meeting or Special Meeting. Such rules, regulations or procedures,
whether adopted by the Board of Directors or prescribed by the chair of the
meeting, may to the extent not prohibited by law include, without limitation,
the following: (a) the establishment of an agenda or order of business for the
meeting and time of adjournment of the meeting; (b) rules and procedures for
maintaining order at the meeting and the safety of those present; (c)
limitations on attendance at or participation in the meeting to shareowners of
record of the corporation, their duly authorized and constituted proxies (which
shall be reasonable in number) or such other persons as the chairman of the
meeting shall determine; (d) restrictions on entry to the meeting after the
time fixed for the commencement thereof; (e) limitations on the time allotted
to questions or comments by participants; (f) rules and procedures regarding
the execution of election ballots before or after the time fixed for the
commencement of the meeting; (g) the appointment of an inspector of election or
an officer or agent of the corporation authorized to tabulate votes; and (h)
rules and procedures to facilitate the conduct of, and participation in, the
meeting by electronic means. The chair of the meeting shall determine and
announce at the meeting the time at which the polls will close for each matter
voted up at the meeting.

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Section
3.10PROXIES. – At any Annual Meeting
or Special Meeting, a shareowner entitled to vote may vote his or her shares in
person or by proxy. A shareowner entitled to vote at an Annual Meeting or
Special Meeting may authorize another person to act for the shareowner by
appointing the person as proxy. Without limiting the manner in which a
shareowner may appoint a proxy, a shareowner or the shareowner’s
authorized officer, director, employee, agent or attorney-in-fact may use any
of the following as a valid means to make such an appointment:

(a)
Appointment of a proxy in writing by signing or causing the shareowner’s
signature to be affixed to an appointment form by any reasonable means,
including, but not limited to, by facsimile signature.

(b)
Appointment of a proxy by transmitting or authorizing the transmission of an
electronic transmission of the appointment to the person who will be appointed
as proxy or to a proxy solicitation firm, proxy support service organization or
like agent authorized to receive the transmission by the person who will be
appointed as proxy. Every electronic transmission shall contain, or be
accompanied by, information that can be used to reasonably determine that the
shareowner transmitted or authorized the transmission of the electronic
transmission. Any person charged with determining whether a shareowner
transmitted or authorized the transmission of the electronic transmission shall
specify the information upon which the determination is made.

An
appointment of a proxy is effective when a signed appointment form or an
electronic transmission of the appointment is received by the inspector of
election or the officer or agent of the Corporation authorized to tabulate
votes. An appointment is valid for eleven months unless a different period is
expressly provided in the appointment. Unless otherwise provided, a proxy may
be revoked any time before it is voted, either by appointing a new proxy in
accordance with the Wisconsin Business Corporation Law or by oral notice given
by the shareowner to the presiding officer during the meeting. The presence of
a shareowner who has made an effective proxy appointment shall not itself
constitute a revocation. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.

Section
3.11VOTING OF SHARES. — Except as
provided in the Articles of Incorporation or statute, each outstanding share
entitled to vote shall be entitled to one (1) vote upon each matter submitted
to a vote at a meeting of shareowners.

Section
3.12VOTING OF SHARES BY CERTAIN HOLDERS.
— Shares standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in
the absence of such provision, as the Board of Directors of such corporation
may determine.

Shares
held by an administrator, executor, guardian or conservator may be voted by
such person, either in person or by proxy, without a transfer of such shares
into that person’s name. Shares standing in the name of a trustee may be
voted by such trustee, either in person or by proxy, without a transfer of such
shares into the trustee’s name. The Corporation may request evidence of
such fiduciary status with respect to the vote, consent, waiver, or proxy
appointment.

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Shares
standing in the name of a receiver or trustee in bankruptcy may be voted by
such receiver or trustee, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer of the shares into such
person’s name if authority so to do is contained in an appropriate order
of the court by which such receiver was appointed.

A
pledgee, beneficial owner, or attorney-in-fact of the shares held in the name
of a shareowner shall be entitled to vote such shares. The Corporation may
request evidence of such signatory’s authority to sign for the shareowner
with respect to the vote, consent, waiver, or proxy appointment.

Neither
treasury shares nor shares held by another corporation, if a majority of the
shares entitled to vote for the election of Directors of such other corporation
is held by the Corporation, shall be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.

SECTION
3.13ACTION WITHOUT MEETING. — Any
action required or permitted by the Articles of Incorporation or these Bylaws
or any provision of the Wisconsin Business Corporation Law to be taken at an
Annual Meeting or Special Meeting may be taken without a meeting if a written
consent or consents, describing the action so taken, is signed by all of the
shareowners entitled to vote with respect to the subject matter thereof and
delivered to the Corporation for inclusion in the corporate records.

SECTION
3.14 NOTICE OF SHAREOWNER BUSINESS AND NOMINATION OF
DIRECTORS.

(a) Annual
Meetings.

(i)
Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the shareowners
may be made at an Annual Meeting (A) pursuant to the Corporation’s
notice of meeting, (B) by or at the direction of the Board of Directors or
(C) by any shareowner of the Corporation who is a shareowner of record at the
time of giving of notice provided for in this Bylaw and who is entitled to
vote at the meeting and complies with the notice procedures set forth in this
Section 3.14.

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(ii)
For nominations or other business to be properly brought before an Annual
Meeting by a shareowner pursuant to clause (C) of paragraph (a)(i) of this
Section 3.14, the shareowner must have given timely notice thereof in writing
to the Corporate Secretary of the Corporation. To be timely, a
shareowner’s notice shall be received by the Corporate Secretary of the
Corporation at the principal offices of the Corporation not later than the
earlier of (A) 45 days in advance of the first annual anniversary (the
“Anniversary Date”) of the date set forth in the
Corporation’s proxy statement for the prior year’s Annual Meeting
as the date on which the Corporation first mailed definitive proxy materials
for the prior year’s Annual Meeting and (B) the later of (x) the 70th
day prior to such Annual Meeting and (y) the 10th day following the day on
which public announcement of the date of such meeting is first made. Such
shareowner’s notice shall be signed by the shareowner of record who
intends to make the nomination or introduce the other business (or his duly
authorized proxy or other representative), shall bear the date of signature
of such shareowner (or proxy or other representative) and shall set forth:
(A) the name and address, as they appear on this Corporation’s books,
of such shareowner and the beneficial owner or owners, if any, on whose
behalf the nomination or proposal is made; (B) the class and number of shares
of the Corporation which are beneficially owned by such shareowner or
beneficial owner or owners; (C) a representation that such shareowner is a
holder of record of shares of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to make
the nomination or introduce the other business specified in the notice; (D)
in the case of any proposed nomination for election or re-election as a
director, (I) the name and residence address of the person or persons to be
nominated, (II) a description of all arrangements or understandings between
such shareowner or beneficial owner or owners and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination is to be made by such shareowner, (III) such other information
regarding each nominee proposed by such shareowner as would be required to be
disclosed in solicitations of proxies for elections of directors, or would be
otherwise required to be disclosed, in each case pursuant to Regulation 14A
under the Exchange Act, including any information that would be required to
be included in a proxy statement filed pursuant to Regulation 14A had the
nominee been nominated by the Board of Directors and (IV) the written consent
of each nominee to be named in a proxy statement and to serve as a director
of the Corporation if so elected; and (E) in the case of any other business
that such shareowner proposes to bring before the meeting, (I) a brief
description of the business desired to be brought before the meeting and, if
such business includes a proposal to amend these Bylaws, the language of the
proposed amendment, (II) such shareowner’s and beneficial owner’s
or owners’ reasons for conducting such business at the meeting and
(III) any material interest in such business of such shareowner and
beneficial owner or owners.

(iii)
Notwithstanding anything in the second sentence of paragraph (a)(ii) of this
Section 3.14 to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there
is no public announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by the Corporation
at least 45 days prior to the Anniversary Date, a shareowner’s notice
required by this Section 3.14 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it
shall be received by the Corporate Secretary at the principal offices of the
Corporation not later than the close of business on the 10th day following
the day on which such public announcement is first made by the Corporation.

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(b) Special
Meetings. Only such business shall be conducted at a Special Meeting as
shall have been described in the notice of meeting sent to shareowners pursuant
to Section 3.4 of these Bylaws. Nominations of persons for election to the
Board of Directors may be made at a Special Meeting at which directors are to
be elected pursuant to such notice of meeting (i) by or at the direction of the
Board of Directors or (ii) by any shareowner of the Corporation who (A) is a
shareowner of record at the time of giving of such notice of meeting, (B) is
entitled to vote at the meeting and (C) complies with the notice procedures set
forth in this Section 3.14. Any shareowner desiring to nominate persons for
election to the Board of Directors at such a Special Meeting shall cause a
written notice to be received by the Corporate Secretary of the Corporation at
the principal offices of the Corporation not earlier than ninety days prior to
such Special Meeting and not later than the close of business on the later of
(x) the 60th day prior to such Special Meeting and (y) the 10th day following
the day on which public announcement is first made of the date of such Special
Meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. Such written notice shall be signed by the shareowner of record
who intends to make the nomination (or his duly authorized proxy or other
representative), shall bear the date of signature of such shareowner (or proxy
or other representative) and shall set forth: (A) the name and address, as they
appear on the Corporation’s books, of such shareowner and the beneficial
owner or owners, if any, on whose behalf the nomination is made; (B) the class
and number of shares of the Corporation which are beneficially owned by such
shareowner or beneficial owner or owners; (C) a representation that such
shareowner is a holder of record of shares of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
make the nomination specified in the notice; (D) the name and residence address
of the person or persons to be nominated; (E) a description of all arrangements
or understandings between such shareowner or beneficial owner or owners and
each nominee and any other person or persons (naming such person or persons) pursuant
to which the nomination is to be made by such shareowner; (F) such other
information regarding each nominee proposed by such shareowner as would be
required to be disclosed in solicitations of proxies for elections of
directors, or would be otherwise required to be disclosed, in each case
pursuant to Regulation 14A under the Exchange Act, including any information
that would be required to be included in a proxy statement filed pursuant to
Regulation 14A had the nominee been nominated by the Board of Directors; and
(G) the written consent of each nominee to be named in a proxy statement and to
serve as a director of the Corporation if so elected.

(c) General.

(i)
Only persons who are nominated in accordance with the procedures set forth in
this Section 3.14 shall be eligible to serve as directors. Only such business
shall be conducted at an Annual Meeting or Special Meeting as shall have been
brought before such meeting in accordance with the procedures set forth in this
Section 3.14. The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in this
Section 3.14 and, if any proposed nomination or business is not in compliance
with this Section 3.14, to declare that such defective proposal shall be
disregarded.

(ii)
For purposes of this Section 3.14, “public announcement” shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.

11

(iii)
Notwithstanding the foregoing provisions of this Section 3.14, a
shareowner shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 3.14. Nothing in this Section 3.14 shall be deemed to
limit the Corporation’s obligation to include shareowner proposals in
its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange
Act.

ARTICLE
IV
BOARD OF DIRECTORS

Section
4.1GENERAL POWER. — The business and
affairs of the Corporation shall be managed by its Board of Directors.

Section
4.2NUMBER, CLASSES & TERM. — The
number of Directors of the Corporation shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by the
affirmative vote of a majority of the total number of Directors that the
Corporation would have if there were no vacancies, but shall not be less than
nine (9) nor more than sixteen (16). The Directors of the Corporation shall be
divided, with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible. At each Annual Meeting,
the successors to the class of Directors whose terms shall expire at the time
of such Annual Meeting shall be elected to hold office until the third
succeeding Annual Meeting, and until their successors are duly elected and
qualified.

Section
4.3CHAIRPERSON OF THE BOARD. — The
Chairperson of the Board if not designated as the Chief Executive Officer of
the Corporation shall assist the Board in the formulation of policies and may
make recommendations therefore. Information as to the affairs of the Corporation
in addition to that contained in the regular reports shall be furnished to him
or her on request. He or she may make suggestions and recommendations to the
Chief Executive Officer regarding any matters relating to the affairs of the
Corporation and shall be available for consultation and advice.

Section
4.4QUALIFICATIONS AND REMOVAL. — No
person who has attained seventy (70) years of age shall be eligible for
election or re-election to the Board of Directors. Any Director who has attained
seventy (70) years of age shall resign from the Board of Directors effective as
of the next Annual Meeting. In the event the Chief Executive Officer resigns or
retires from his or her office or employment with the Corporation, he or she
shall simultaneously submit his or her resignation from the Board of Directors.
In the event that the Chief Executive Officer is removed from his or her office
by the Board of Directors, or is involuntarily terminated from employment with
the Corporation, he or she shall simultaneously submit his or her resignation
from the Board of Directors. Any Director who changes his or her employer or
otherwise has a significant change in job responsibilities shall give written
notice to the Board of Directors, specifying the details, as soon as feasible
and shall submit to the Board of Directors an offer to tender his or her
resignation from the Board of Directors and from each Board Committee on which
such Director serves. The Nominating and Governance Committee shall recommend to
the Board of Directors whether the Board should accept such offer to tender
resignation. If the Nominating and Governance Committee recommends acceptance
of the offer to tender resignation, an affirmative vote of two-thirds of the
remaining Directors holding office is required to affirm the Nominating and
Governance Committee’s recommendation. A resignation may be tendered by
any Director at any meeting of the shareowners or of the Board of Directors,
who shall at such meeting accept the same.

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Section
4.5REGULAR MEETINGS. — Regular
meetings of the Board of Directors shall be held at such time and place as may
be determined by the Board of Directors, but in no event shall the Board meet
less than once a year.

Section
4.6SPECIAL MEETINGS. — Special
meetings of the Board of Directors may be called by or at the request of the
Chairman of the Board, the Chief Executive Officer or any two (2) Directors.
The Chief Executive Officer or Corporate Secretary may fix any place, either
within or without the State of Wisconsin, whether in person or by
telecommunications, as the place for holding any special meeting.

Section
4.7NOTICE; WAIVER. — Notice of any
meeting of the Board of Directors, unless otherwise provided pursuant to
Section 4.5, shall be given at least forty-eight (48) hours prior to the
meeting by notice to each Director . The notice need not describe the purpose
of the meeting of the Board of Directors or the business to be transacted at
such meeting. Any Director may waive notice of any meeting. The attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose of objecting
to the transaction of business because the meeting is not lawfully called or
convened.

Section
4.8QUORUM. — A majority of the Board
of Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of the Directors present may adjourn the meeting to some
other day without further notice.

Section
4.9 MEETING PARTICIPATION.

(a)
Any or all members of the Board of Directors, or any committee thereof, may
participate in a regular or special meeting by, or to conduct the meeting
through, the use of any means of communication by which any of the following
occurs:

(i)
All participating directors may simultaneously hear each other during the
meeting.

(ii)
All communication during the meeting is immediately transmitted to each
participating director, and each participating director is able to
immediately send messages to all other participating directors.

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(b)
If a meeting is conducted by the means of communication described herein, all
participating directors shall be informed that a meeting is taking place at
which official business may be transacted.

(c)
A director participating in a meeting by means of such communication is deemed
to be present in person at the meeting.

Section
4.10ACTION WITHOUT MEETING. — Any
action required or permitted to be taken at any meeting of the Directors of the
Corporation or of any Committee of the Board may be taken without a meeting if
a consent in writing setting forth the action so taken shall be
“signed” (as such term is defined in the Wisconsin Business
Corporation Law) by all of the Directors or all of the members of the Committee
of the Board, as the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting and shall be filed with the Corporate
Secretary of the Corporation to be included in the official records of the
Corporation. The action taken is effective when the last Director signs the
consent unless the consent specifies a different effective date.

Section
4.11PRESUMPTION OF ASSENT. — A
Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (a) the Director objects at the
beginning of the meeting or promptly upon arrival to the holding of or
transacting business at the meeting, (b) the Director’s dissent or
abstention shall be entered in the minutes of the meeting, (c) the Director
shall file a written dissent or abstention to such action with the presiding
officer of the meeting before the adjournment thereof or shall forward such
dissent or abstention by registered or certified mail to the Corporate
Secretary of the Corporation immediately after the adjournment of the meeting,
or (d) the Director shall file a written notice to the Corporate Secretary of
the Corporation promptly after receiving the minutes of the meeting that the
minutes failed to show the Director’s dissention or abstention from the
action taken. Such right to dissent or abstain shall not apply to a Director
who voted in favor of such action.

Section
4.12VACANCIES. — Except as provided
below, any vacancy occurring in the Board of Directors or on any Committee of
the Board of Directors and any directorship to be filled by reason of an
increase in the number of Directors may be filled by the affirmative vote of a
majority of the Directors then in office, even if less than a quorum of the
Board of Directors. The Director or Directors so chosen shall hold office until
the next election of the Class for which such Director or Directors shall have
been chosen and until their successors shall have been duly elected and
qualified.

Section
4.13COMPENSATION. – Non-management
Directors and Board Committee Chairpersons shall receive reasonable
compensation for their services, consistent with the market practices of other
similarly situated companies. Directors who are employees of the Corporation
shall receive no fees for serving as Directors. Board compensation will be
determined by the Nominating and Corporate Governance Committee upon the
recommendation of the Compensation and Personnel Committee, with discussion and
concurrence by the Board of Directors. No such compensation shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.

14

ARTICLE
V
COMMITTEES

Section
5.1COMMITTEES. – There shall be the
following Committees of the Board of Directors, which may exercise the
authority specified in these Bylaws: an Audit Committee, a Compensation and
Personnel Committee, a Nominating and Governance Committee, an Executive
Committee, a Capital Approval Committee and an Environmental, Nuclear, Health
and Safety Committee. Each such Committee shall (i) consist of the number of
directors with the requisite qualifications, (ii) have the responsibilities and
authority, (iii) meet such number of times per year and (iv) report the
actions taken by such Committee to the Board of Directors, in each case as set
forth in such Committee’s Charter approved from time to time by the Board
of Directors. The Board of Directors may also create one or more other
Committees, appoint members of the Board of Directors to serve on Committees
and designate other members of the Board of Directors to serve as alternates. The
Committees may make their own rules of procedure and shall meet where and as
provided by such rules, or by resolution of the Board of Directors. Each
Committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.

Section
5.2CERTAIN COMMITTEE ACTIONS. – To the
extent specified by these Bylaws or by resolution of the Board of Directors a
Committee may exercise the authority of the Board of Directors, except that a
Committee may not do any of the following: (a) approve or recommend to
shareowners for approval any action or matter expressly required by the
Wisconsin Business Corporation Law to be submitted to shareowners for approval;
or (b) adopt, amend or repeal Bylaws.

ARTICLE
VI
OFFICERS

Section
6.1OFFICERS. — The Board of Directors
shall elect a Chief Executive Officer, a President, such number of Vice
Presidents with such designations as the Board of Directors at the time may
decide upon, a Corporate Secretary, a Treasurer and a Controller. The Chief
Executive Officer may appoint such other officers and assistant officers as may
be deemed necessary. The same person may simultaneously hold more than one such
office.

Section
6.2TERM OF OFFICERS. — All Officers,
unless sooner removed, shall hold their respective offices until their
successors, willing to serve, shall have been elected but any Officer may be
removed from office at any time by the Board of Directors.

Section
6.3REMOVAL OF OFFICERS. — Any Officer
may be removed by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer shall not of itself create contract
rights.

15

Section
6.4CHIEF EXECUTIVE OFFICER. — Subject
to the control of the Board of Directors the Chief Executive Officer designated
by the Board of Directors shall have and be responsible for the general
management and direction of the business of the Corporation, shall establish
the lines of authority and supervision of the Officers and employees of the
Corporation, shall have the power to appoint and remove and discharge any and
all agents and employees of the Corporation not elected or appointed directly
by the Board of Directors. and shall assist the Board in the formulation of
policies of the Corporation. The Chairperson of the Board, if Chief Executive
Officer, may delegate any part of his or her duties to the President, or to one
or more of the Vice Presidents of the Corporation.

Section
6.5PRESIDENT. — The President, when he
or she is not designated as and does not have the powers of the Chief Executive
Officer, shall have such other powers and duties as may from time to time be
prescribed by the Board of Directors or be delegated to him or her by the
Chairperson of the Board or the Chief Executive Officer.

Section
6.6VICE PRESIDENTS. — The Vice
Presidents shall have such powers and duties as may be prescribed for him or
her by the Board of Directors and the Chief Executive Officer. The execution of
any instrument of the Corporation by any Vice President shall be conclusive evidence,
as to third parties, of his or her authority to act in the stead of the Chief
Executive Officer and the President. The Board of Directors may designate any
Vice President as being senior in rank or degree of responsibility and may
accord such Vice President an appropriate title designating his or her rank,
such as “Senior Vice President” or “Executive Vice
President.”

Section
6.7CORPORATE SECRETARY. — The
Corporate Secretary shall attend all meetings of the Board of Directors, shall
keep a record thereof in proper books to be provided for that purpose, and
shall be responsible for the custody and care of the corporate seal, corporate
records and minute books of the Corporation, and of all other books, documents
and papers as in the practical business operation of the Corporation shall
naturally belong in the office or custody of the Corporate Secretary, or shall
be placed in his or her custody by the Chief Executive Officer or by the Board
of Directors. He or she shall also act as Corporate Secretary of all
shareowners’ meetings, and keep a record thereof. He or she shall, except
as may be otherwise required by statute or by these Bylaws, sign, issue and
publish all notices required for meetings of shareowners and of the Board of
Directors. He or she shall be responsible for the custody of the stock books of
the Corporation and shall keep a suitable record of the addresses of
shareowners. He or she shall sign stock certificates, bonds and mortgages, and
all other documents and papers to which his or her signature may be necessary
or appropriate, shall affix the seal of the Corporation to all instruments
requiring the seal, and shall have such other powers and duties as are commonly
incidental to the office of Corporate Secretary, or as may be prescribed for
him or her by the President or by the Board of Directors.

Section
6.8TREASURER. — The Treasurer shall
have charge of, and be responsible for, the collection, receipt, custody and
disbursement of the funds of the Corporation, and shall deposit its funds in
the name of the Corporation in such banks or trust companies as he or she shall
designate and shall keep a proper record of cash receipts and disbursements. He
or she shall be responsible for the custody of such books, receipted vouchers
and other books and papers as in the practical business operation of the
Corporation shall naturally belong in the office or custody of the Treasurer,
or shall be placed in his or her custody by the President, or by the Board of
Directors. He or she shall sign checks, drafts, and other paper providing for
the payment of money by the Corporation for operating purposes in the usual
course or business. He or she may, in the absence of the Corporate Secretary
and Assistant Corporate Secretaries sign stock certificates. The Treasurer
shall have such other powers and duties as are commonly incidental to the
office of Treasurer, or as may be prescribed for him or her by the President or
by the Board of Directors.

16

Section
6.9CONTROLLER. — The Controller shall
be the principal accounting Officer of the Corporation. He or she shall have
general supervision over the books of accounts of the Corporation. He or she
shall have full access to all minutes, contracts, correspondence and other
papers and records of the Corporation relating to its business matters, and
shall be responsible for the custody of such books and documents as shall
naturally belong in the custody of the Controller and as shall be placed in his
or her custody by the President or by the Board of Directors. The Controller
shall have such other powers and duties as are commonly incidental to the
office of Controller, or as may be prescribed for him or her by the President
or by the Board of Directors.

Section
6.10ASSISTANT OFFICERS. — The
Assistant Corporate Secretaries, Assistant Treasurers, Assistant Controllers,
and other Assistant Officers shall respectively assist the Corporate Secretary,
Treasurer, Controller, and other Officers of the Corporation in the performance
of the respective duties assigned to such principal Officer, and in assisting
his or her principal Officer each assistant Officer shall to that extent and
for such purpose have the same powers as his or her principal Officer. The
powers and duties of any such principal Officer shall temporarily devolve upon
an assistant Officer in case of the absence, disability, death, resignation or
removal from office of such principal Officer.

ARTICLE
VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section
7.1CERTIFICATES FOR SHARES. — Each
certificate representing shares of the Corporation shall state upon the face
(a) that the Corporation is organized under the laws of the State of Wisconsin,
(b) the name of the person to whom issued, (c) the number and class of shares,
and the designation of the series, if any, which such certificate represents,
and (d) the par value of each share, if any, and each such certificate shall
otherwise be in such form as shall be determined by the Board of Directors.
Such certificates shall be signed either manually or in facsimile by the
Chairman of the Board, or the Chief Executive Officer or the President and by
the Corporate Secretary or an Assistant Corporate Secretary and shall be sealed
with the corporate seal or a facsimile thereof. Any signature upon a
certificate on behalf of a transfer agent and registrar may be manual or in
facsimile. In case any officer or other authorized person who has signed or
whose facsimile signature has been placed upon such certificate for the
Corporation shall have ceased to be such officer or employee or agent before
such certificate is issued, it may be issued by the Corporation with the same
effect as if such person where an officer or employee or agent at the date of
its issue. Each certificate for shares shall be consecutively numbered or
otherwise identified.

17

All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

Section
7.2TRANSFER OF SHARES. — Transfer of
shares of the Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by such person’s legal
representative, who shall furnish proper evidence of authority to transfer, or
authorized attorney, by power of attorney duly executed and filed with the
Corporate Secretary of the Corporation, and on surrender for cancellation of
the certificate for such shares.

Subject
to the provisions of Section 3.12 of Article III of these Bylaws, the person in
whose name shares stand on the books of the Corporation shall be treated by the
Corporation as the owner thereof for all purposes, including all rights
deriving from such shares, and the Corporation shall not be bound to recognize
any equitable or other claim to, or interest in, such shares or rights deriving
from such shares, on the part of any other person, including (without
limitation) a purchaser, assignee or transferee of such shares, or rights
deriving from such shares, unless and until such purchaser, assignee,
transferee or other person becomes the record holder of such shares, whether or
not the Corporation shall have either actual or constructive notice of the
interest of such purchaser, assignee, transferee or other person. Except as
provided in said Section 3.12 hereof, no such purchaser, assignee, transferee
or other person shall be entitled to receive notice of the meetings of
shareowners, to vote at such meetings, to examine the complete record of the shareowners
entitled to vote at meetings, or to own, enjoy or exercise any other property
or rights deriving from such shares against the Corporation, until such
purchaser, assignee, transferee or other person has become the record holder of
such shares.

Section
7.3LOST, DESTROYED OR STOLEN CERTIFICATES.
— When the owner claims that certificates for shares have been lost,
destroyed or wrongfully taken, a new certificate shall be issued in place
thereof if the owner (a) so requests before the Corporation has notice that
such shares have been acquired by a bona fide purchaser, (b) files with the
Corporation a sufficient indemnity bond if required by the Corporation and (c)
satisfies such other reasonable requirements as may be provided by the Corporation.

Section
7.4STOCK REGULATIONS. — The Board of
Directors shall have the power and authority to make all such further rules and
regulations not inconsistent with law as it may deem expedient concerning the
issue, transfer and registration of shares of the Corporation.

Section
7.5SHARES WITHOUT CERTIFICATES. — The
Board of Directors hereby authorizes the issuance of any shares of its classes
or series without certificates to the full extent that the Corporate Secretary
determines that such issuance is allowed by applicable law and rules of the New
York Stock Exchange, any such determination to be conclusively evidenced by the
delivery to the Corporation’s transfer agent and registrar by the
Corporate Secretary of a certificate referring to this Bylaw and providing
instructions of the Corporate Secretary to the transfer agent and registrar to
issue any such shares without certificates in accordance with applicable law.
In any event, the foregoing authorization does not affect shares already
represented by certificates until the certificates are surrendered to the
Corporation.

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ARTICLE
VIII
INDEMNIFICATION AND LIABILITY OF DIRECTOR AND OFFICERS

SECTION
8.1CERTAIN DEFINITIONS. – The
following capitalized terms (including any plural forms thereof) used in this
Article VIII shall be defined for purposes of this Article VIII as follows:

(a)
“Authority” shall mean the persons or entity selected by the
Director or Officer to determine his or her right to indemnification pursuant
to Section 8.4.

(b)
“Board” shall mean the entire then elected and serving Board of
Directors of the Corporation, including without limitation all members thereof
who are Parties to the subject Proceeding or any related Proceeding.

(c)
“Breach of Duty” shall mean the Director or Officer breached or
failed to perform his or her duties to the Corporation and his or her breach of
or failure to perform those duties is determined, in accordance with Section
8.4 to constitute misconduct under Section 180.0851(2)(a) l, 2, 3 or 4 of
the Statute.

(d)
“Corporation,” as used in this Article VIII and as defined in the
Statute and incorporated by reference into the definitions of certain other
capitalized terms used herein, shall mean this Corporation, including, without
limitation, any successor corporation or entity to this corporation by way of
merger, consolidation or acquisition of all or substantially all of the capital
stock or assets of this Corporation.

(e)
“Corporation Affiliate” shall include, without limitation, any
corporation, partnership, limited liability company, joint venture, employee
benefit plan, trust or other enterprise, whether domestic or foreign, that is
an Affiliate (as defined in Section 3.2(c)(i) of these Bylaws) of the
Corporation.

(f)
“Director or Officer” shall have the meaning set forth in the
Statute; provided, that, for purposes of this Article VIII, (i) “Director
or Officer” shall include a director or officer of a Subsidiary (whether
or not otherwise serving as a Director or Officer), (ii) the term
“employee benefit plan” as used in Section 180.0850(2)(c) of
the Statute shall include an employee benefit plan sponsored, maintained or
contributed to by a Subsidiary and (iii) it shall be conclusively presumed that
any Director or Officer serving as a director, officer, partner, member,
trustee, member of any governing or decision-making committee, manager,
employee or agent of a Corporation Affiliate shall be so serving at the request
of the Corporation.

(g)
“Disinterested Quorum” shall mean a quorum of the Board who are not
Parties to the subject Proceeding or any related Proceeding.

19

(h)
“Expenses” shall mean and include fees, costs, charges,
disbursements, attorney fees and any other expenses incurred in connection with
a Proceeding.

(i)
“Independent Legal Counsel” shall mean a law firm, or a member of a
law firm, or an independent practitioner that is experienced in matters of
relevant corporation law and neither presently is, nor in the past three years
has been, retained to represent (i) the Corporation or any Director or Officer
in any matter material to such party (other than with respect to matters concerning
the Director or Officer under this Article VIII), or (ii) any other party to
the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Legal Counsel”
shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Corporation or the Director or Officer in an action to
determine the Director’s or Officer’s rights.

(j)
“Liability” shall mean and include the obligation to pay a
judgment, settlement, penalty, assessment, forfeiture or fine, including an
excise tax assessed with respect to an employee benefit plan, and reasonable
Expenses.

(k)
“Party” shall have the meaning set forth in the Statute; provided,
that, for purposes of this Article VIII, the term “Party” shall
also include any Director or Officer or employee of the Corporation who is or
was a witness in a Proceeding at a time when he or she has not otherwise been
formally named a Party thereto.

(l)
“Proceeding” shall have the meaning set forth in the Statute;
provided, that, in accordance with Section 180.0859 of the Statute and for
purposes of this Article VIII, the term “Proceeding” shall include
without limitation all Proceedings (i) brought under (in whole or in part) the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, their respective state counterparts, and/or any rule or regulation
promulgated under any of the foregoing; (ii) brought before an Authority or
otherwise to enforce rights hereunder; (iii) involving any appeal from a
Proceeding; and (iv) in which the Director or Officer is a plaintiff or
petitioner because he or she is a Director or Officer; provided, however, that
any such Proceeding under this subsection (iv) must be authorized by a
majority vote of a Disinterested Quorum.

(m)
“Statute” shall mean Sections 180.0850 through 180.0859, inclusive,
of the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin
Statutes, as the same shall then be in effect, including any amendments
thereto, but, in the case of any such amendment, only to the extent such
amendment permits or requires the Corporation to provide broader indemnification
rights than the Statute permitted or required the Corporation to provide prior
to such amendment.

(n)
“Subsidiary” shall mean any direct or indirect subsidiary of the
Corporation as determined for financial reporting purposes, whether domestic or
foreign.

SECTION
8.2MANDATORY INDEMNIFICATION OF DIRECTORS AND
OFFICERS. — To the fullest extent permitted or required by the
Statute, the Corporation shall indemnify a Director or Officer against all
Liabilities incurred by or on behalf of such Director or Officer in connection
with a Proceeding in which the Director or Officer is a Party because he or she
is or was a Director or Officer.

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SECTION
8.3 PROCEDURAL REQUIREMENTS.

(a)
A Director or Officer who seeks indemnification under Section 8.2 shall make a
written request therefor to the Corporation. Subject to Section 8.3(b), within
sixty days of the Corporation’s receipt of such request, the Corporation
shall pay or reimburse the Director or Officer for the entire amount of
Liabilities incurred by the Director or Officer in connection with the subject
Proceeding (net of any Expenses previously advanced pursuant to Section 8.5).

(b)
No indemnification shall be required to be paid by the Corporation pursuant to
Section 8.2 if, within such sixty-day period, (i) a Disinterested Quorum, by a
majority vote thereof, determines that the Director or Officer requesting
indemnification engaged in misconduct constituting a Breach of Duty or (ii) a
Disinterested Quorum cannot be obtained.

(c)
In case of nonpayment pursuant to Section 8.3(b), the Board shall immediately
authorize by resolution that an Authority, as provided in Section 8.4,
determine whether the Director’s or Officer’s conduct constituted a
Breach of Duty and, therefore, whether indemnification should be denied
hereunder.

(d)
(i) If the Board does not authorize an Authority to determine the
Director’s or Officer’s right to indemnification hereunder within
such sixty-day period and/or (ii) if indemnification of the requested amount of
Liabilities is paid by the Corporation, then it shall be conclusively presumed
for all purposes that a Disinterested Quorum has affirmatively determined that
the Director or Officer did not engage in misconduct constituting a Breach of
Duty and, in the case of subsection (i) above (but not
subsection (ii)), indemnification by the Corporation of the requested
amount of Liabilities shall be paid to the Director or Officer immediately.

SECTION
8.4 DETERMINATION OF INDEMNIFICATION.

(a)
If the Board authorizes an Authority to determine a Director’s or
Officer’s right to indemnification pursuant to Section 8.3, then the
Director or Officer requesting indemnification shall have the absolute
discretionary authority to select one of the following as such Authority:

(i)
An Independent Legal Counsel mutually selected by such Director or Officer
and by a majority vote of a Disinterested Quorum or, if a Disinterested
Quorum cannot be obtained, then by a majority vote of the Board;

(ii)
A panel of three arbitrators selected from the panels of arbitrators of the
American Arbitration Association in Wisconsin; provided, that (A) the first
arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a majority vote of a Disinterested Quorum or,
if a Disinterested Quorum cannot be obtained, then by a majority vote of the
Board, and the third arbitrator shall be selected by the two previously
selected arbitrators, and (B) in all other respects (other than this Article
VIII), such panel shall be governed by the American Arbitration
Association’s then existing Commercial Arbitration Rules; or

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(iii)
A court pursuant to and in accordance with Sections 180.0854 and
180.0855 of the Statute.

(b)
In any such determination by the selected Authority, there shall exist a
rebuttable presumption that the Director’s or Officer’s conduct did
not constitute a Breach of Duty and that indemnification against the requested
amount of Liabilities is required. The burden of rebutting such a presumption
by clear and convincing evidence shall be on the Corporation or such other
party asserting that such indemnification should not be allowed.

(c)
The Authority shall make its determination within sixty days of being selected
and shall submit a written opinion of its conclusion simultaneously to both the
Corporation and the Director or Officer. If the Authority shall not have made a
determination within such sixty-day period, then it shall be conclusively
presumed for all purposes that the Authority has determined that the Director
or Officer has a right to indemnification pursuant to Section 8.3 and the
Director or Officer shall be entitled to such indemnification, absent (1) a
misstatement by the Director or Officer of a material fact, or an omission of a
material fact necessary to make the Director’s or Officer’s
statement not materially misleading, in connection with the request for
indemnification, or (2) an express prohibition under applicable law against
determining the Director’s or Officer’s entitlement to
indemnification in this matter; provided, however, that such sixty-day period
may be extended for a reasonable time, not to exceed an additional thirty days,
if the person, persons or entity making the determination with respect to
entitlement to indemnification in good faith requires such additional time for
the obtaining or evaluating of documentation and/or information relating
thereto.

(d)
If the Authority determines (or is deemed to have determined) that
indemnification is required hereunder, then the Corporation shall pay the
entire requested amount of Liabilities (net of any Expenses previously advanced
pursuant to Section 8.5), including interest thereon at a reasonable rate, as
determined by the Authority, within ten days of receipt of the
Authority’s opinion; provided, that, if it is determined by the Authority
that a Director or Officer is entitled to indemnification against
Liabilities’ incurred in connection with some claims, issues or matters,
but not as to other claims, issues or matters, involved in the subject
Proceeding, then the Corporation shall be required to pay (as set forth above)
only the amount of such requested Liabilities as the Authority shall deem
appropriate in light of all of the circumstances of such Proceeding.

(e)
The determination by the Authority that indemnification is required hereunder
shall be binding upon the Corporation, regardless of any prior determination
that the Director or Officer engaged in a Breach of Duty.

(f)
All Expenses incurred in the determination process under this Section 8.4 by
either the Corporation or the Director or Officer, including, without
limitation, all Expenses of the selected Authority, shall be paid by the
Corporation.

SECTION
8.5 MANDATORY ALLOWANCE OF EXPENSES.

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(a)
The Corporation shall pay or reimburse from time to time or at any time, within
ten days after the receipt of the Director’s or Officer’s written
request therefor, the reasonable Expenses of the Director or Officer as such
Expenses are incurred; provided, the following conditions are satisfied:

(i)
The Director or Officer furnishes to the Corporation an executed written
certificate affirming his or her good faith belief that he or she has not
engaged in misconduct which constitutes a Breach of Duty; and

(ii)
The Director or Officer furnishes to the Corporation an unsecured executed
written agreement to repay any advances made under this Section 8.5 if it is
ultimately determined by an Authority that he or she is not entitled to be
indemnified by the Corporation for such Expenses pursuant to Section 8.4.

(b)
If the Director or Officer must repay any previously advanced Expenses pursuant
to this Section 8.5, then such Director or Officer shall not be required to pay
interest on such amounts.

SECTION
8.6 INDEMNIFICATION AND ALLOWANCE OF EXPENSES OF CERTAIN
OTHERS.

(a)
The Board may, in its sole and absolute discretion as it deems appropriate,
pursuant to a majority vote thereof, indemnify a director or officer of a
Corporation Affiliate (who is not otherwise serving as a Director or Officer)
against all Liabilities, and shall advance the reasonable Expenses, incurred by
such director or officer in a Proceeding to the same extent hereunder as if
such director or officer incurred such Liabilities because he or she was a
Director or Officer, if such director or officer is a Party thereto because he
or she is or was a director or officer of the Corporation Affiliate.

(b)
The Corporation shall indemnify an employee who is not a Director or Officer,
to the extent he or she has been successful on the merits or otherwise in
defense of a Proceeding, for all reasonable Expenses incurred in the Proceeding
if the employee was a Party because he or she was an employee of the
Corporation.

(c)
The Board may, in its sole and absolute discretion as it deems appropriate,
pursuant to a majority vote thereof, indemnify (to the extent not otherwise
provided in Section 8.6(b)) against Liabilities incurred by, and/or provide for
the allowance of reasonable Expenses of, an employee or authorized agent of the
Corporation acting within the scope of his or her duties as such and who is not
a Director or Officer.

SECTION
8.7INSURANCE. — The Corporation may
purchase and maintain insurance on behalf of a Director or Officer or any
individual who is or was an employee or authorized agent of the Corporation
against any Liability asserted against or incurred by such individual in his or
her capacity as such or arising from his or her status as such, regardless of
whether the Corporation is required or permitted to indemnify against any such
Liability under this Article VIII.

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SECTION
8.8NOTICE TO THE CORPORATION. — A
Director or Officer or an employee of the Corporation shall promptly notify the
Corporation in writing when he or she has actual knowledge of a Proceeding that
may result in a claim of indemnification against Liabilities or allowance of
Expenses hereunder, but the failure to do so shall not relieve the Corporation
of any liability to the Director or Officer or employee hereunder unless the
Corporation shall have been irreparably prejudiced by such failure (as
determined, in the case of Directors or Officers only, by an Authority selected
pursuant to Section 8.4(a)).

SECTION
8.9SEVERABILITY. — If any provision of
this Article VIII shall be deemed invalid or inoperative, or if a court of
competent jurisdiction determines that any of the provisions of this Article
VIII contravene public policy, then this Article VIII shall be construed so
that the remaining provisions shall not be affected, but shall remain in full
force and effect, and any such provisions which are invalid or inoperative or
which contravene public policy shall be deemed, without further action or deed
by or on behalf of the Corporation, to be modified, amended and/or limited, but
only to the extent necessary to render the same valid and enforceable; it being
understood that it is the Corporation’s intention to provide Directors
and Officers with the broadest possible protection against personal liability
allowable under the Statute.

SECTION
8.10NONEXCLUSIVITY OF ARTICLE VIII. —
The rights of a Director or Officer or an employee of the Corporation (or any
other person) granted under this Article VIII shall not be deemed exclusive of
any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer or employee of the Corporation (or such
other person) may be entitled to under any written agreement, Board resolution,
vote of shareowners of the Corporation or otherwise, including, without
limitation, under the Statute. Nothing contained in this Article VIII shall be
deemed to limit the Corporation’s obligations to indemnify against
Liabilities or allow Expenses to a Director or Officer or an employee of the
Corporation under the Statute.

SECTION
8.11CONTRACTUAL NATURE OF ARTICLE VIII; REPEAL
OR LIMITATION OF RIGHTS. — This Article VIII shall be deemed to be a
contract between the Corporation and each Director or Officer and employee of
the Corporation and any repeal or other limitation of this Article VIII or any
repeal or limitation of the Statute or any other applicable law shall not limit
any rights of indemnification against Liabilities or allowance of Expenses then
existing or arising out of events, acts or omissions occurring prior to such
repeal or limitation, including, without limitation, the right to
indemnification against Liabilities or allowance of Expenses for Proceedings
commenced after such repeal or limitation to enforce this Article VIII with
regard to acts, omissions or events arising prior to such repeal or limitation.
If the Statute is amended to permit or require the Corporation to provide
broader indemnification rights than this Article VIII permits or requires, then
this Article VIII shall be automatically amended and deemed to incorporate such
broader indemnification rights.

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ARTICLE
IX
MISCELLANEOUS

Section
9.1FISCAL YEAR. — The fiscal year of
the Corporation shall be the calendar year.

Section
9.2DIVIDENDS. — Subject to the
provisions of law or the Articles of Incorporation, the Board of Directors may,
at any regular or special meeting, declare dividends upon the capital stock of
the Corporation payable out of surplus (whether earned or paid-in) or profits
as and when they deem expedient. Before declaring any dividend there may be set
apart out of surplus or profits such sum or sums as the directors from time to
time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for such other purposes as the directors shall deem
conducive to the interests of the Corporation.

Section
9.3CONTRACTS, CHECKS, DRAFTS, DEEDS, LEASES AND
OTHER INSTRUMENTS. — All contracts, checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the Corporation, shall be signed by such officer or officers, agent
or agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors or corporate policy adopted
by the Board of Directors. The Board may authorize by resolution or corporate
policy adopted by the Board of Directors any officer or officers to enter into
and execute any contract or instrument of indebtedness in the name of the
Corporation, and such authority may be general or confined to specific
instances. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks or
other depositories as the Treasurer may authorize.

All
contracts, deeds, mortgages, leases or instruments that require the corporate
seal of the Corporation to be affixed thereto shall be signed by the President
or a Vice President, and by the Corporate Secretary, or an Assistant Corporate
Secretary, or by such other officer or officers, or person or persons, as the
Board of Directors may by resolution or corporate policy adopted by the Board
of Directors prescribe.

Section
9.4VOTING OF SHARES OWNED BY THE CORPORATION. - Subject
always to the specific directions of the Board of Directors, any share or
shares of stock issued by any other corporation and owned or controlled by the
Corporation may be voted at any shareowners’ meeting of such other
corporation by the Chief Executive Officer of the Corporation, if present, or
if absent by any other officer of the Corporation who may be present. Whenever,
in the judgment of the Chief Executive Officer, or if absent, of any officer,
it is desirable for the Corporation to execute a proxy or give a shareowners’
consent in respect to any share or shares of stock issued by any other
corporation and owned by the Corporation, such proxy or consent shall be
executed in the name of the Corporation by the Chief Executive Officer or one
of the officers of the Corporation and shall be attested by the Corporate
Secretary or an Assistant Corporate Secretary of the Corporation without
necessity of any authorization by the Board of Directors. Any person or persons
designated in the manner above stated as the proxy or proxies of the
Corporation shall have full right, power and authority to vote the share or
shares of stock issued by such other corporation and owned by the Corporation
in the same manner as such share or shares might be voted by the Corporation.

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Section
9.5NOTICES. — Whenever any statute,
the Articles of Incorporation of these Bylaws requires the Corporation to give
notice to any shareowner or Director, such notice may be given in writing by
mail or by “electronic transmission” (as defined in the Wisconsin
Business Corporation Law). Written notice pursuant to the foregoing sentence
shall be deemed to be effective (a) when mailed, if mailed postpaid and
addressed to the shareowner’s address shown in the Corporation’s
current record of shareowners or to the Director’s address that the
Director has designated to the Corporate Secretary of the Corporation or (b)
when electronically transmitted to the shareowner in a manner authorized by the
shareowner or to the Director as the Director may have designated to the
Corporate Secretary of the Corporation. Notice to Directors may also be given
in person; by other method of delivery (meaning any method of delivery used in
conventional commercial practice, including delivery by hand, commercial
overnight delivery or private carrier); by telephone, including voice mail,
answering machine or answering service; or by any other electronic means. Oral
notice is effective when communicated. Other written notice is effective as
follows: if delivered by hand or by private carrier, when received; if given by
commercial overnight delivery, on the day the service undertakes to make
delivery; and if given by facsimile, at the time transmitted to a facsimile
number the recipient has provided.

ARTICLE
X
AMENDMENT OR REPEAL OF BYLAWS

Section
10.1AMENDMENTS BY BOARD OF DIRECTORS.
— Except as otherwise provided by the Wisconsin Business Corporation Law
or the Articles of Incorporation, these Bylaws may be amended or repealed and
new Bylaws may be adopted by the Board of Directors by the affirmative vote of
a majority of the number of directors present at any meeting at which a quorum
is in attendance; provided, however, that the shareowners in adopting, amending
or repealing a particular Bylaw may provide therein that the Board of Directors
may not amend, repeal or readopt that Bylaw.

Section
10.2IMPLIED AMENDMENT. — Any action
taken or authorized by the shareowners or by the Board of Directors which would
be inconsistent with the Bylaws then in effect but which is taken or authorized
by affirmative vote of not less than the number of shares or the number of
directors required to amend the Bylaws so that the Bylaws would be consistent
with such action shall be given the same effect as though the Bylaws had been
temporarily amended or suspended so far, but only so far, as is necessary to
permit the specific action so taken or authorized.